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                            January 8, 2021

       Craig Finster
       Chief Executive Officer
       Versus Systems Inc.
       1558 West Hastings St.
       Vancouver BC V6G 3J4 Canada

                                                        Re: Versus Systems Inc.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form F-1
                                                            Filed December 28,
2020
                                                            File No. 333-250868

       Dear Mr. Finster:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we ask you to provide us with information so we
may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

               After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.
Unless we note
       otherwise, our reference to our prior comment is to our comment in our
December 18, 2020
       letter.

       Amendment No. 2 to Registration Statement on Form F-1

       Consolidated Financial Statements
       3. Significant Accounting Policies
       Revenue Recognition, page F-50

   1.                                                   We note the disclosure
provided on page 46 in response to our previous comment 5.
                                                        Please expand your
revenue recognition policy disclosure to describe your revenue
                                                        earning arrangements
under the HP agreement and the specific details of your policies so
                                                        the nature of your
performance obligations and the related revenue recognition policies
                                                        are transparent.
 Craig Finster
Versus Systems Inc.
January 8, 2021
Page 2

       You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or
Robert Littlepage, Accountant Branch Chief at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Michael Foland,
Attorney-Advisor at (202) 551-6711 or Larry Spirgel, Office Chief at (202)
551-3815 with any
other questions.



                                                         Sincerely,
FirstName LastNameCraig Finster
                                                         Division of
Corporation Finance
Comapany NameVersus Systems Inc.
                                                         Office of Technology
January 8, 2021 Page 2
cc:       Eric M. Hellige, Esq.
FirstName LastName